Exhibit (h)(f)(2)
EXPENSE AGREEMENT
AGREEMENT dated as of May 1, 2002 by and between Metropolitan Series
Fund, Inc., a Maryland corporation (the "Fund"), and MetLife Advisers, LLC, a
Delaware Limited Liability Company (the "Adviser").
WHEREAS, the Adviser is the investment adviser of several series of
shares of common stock (each, a "Portfolio") of the Fund pursuant to separate
investment management agreements relating to each Portfolio; and
WHEREAS, the shares of each Portfolio have been divided into two or
more classes of shares (each, a "Class");
WHEREAS, the Fund and the Adviser entered into a Restated Expense
Agreement dated as of May 1, 2001 (the "Prior Expense Agreement") which both
parties now desire to supercede with this Agreement;
NOW, THEREFORE, the Fund and the Adviser hereby agree as follows:
1. Until further notice from the Adviser to the Fund, but in no event prior to
April 30, 2003, the Adviser will waive such portion of the fees payable to it
under the investment management agreement relating to each Portfolio listed in
this Section 1, or pay such portion of the other operating expenses (excluding
brokerage costs, interest, taxes or extraordinary expenses) ("Operating
Expenses") allocable to each Class incurred in the operation of each Portfolio,
as is necessary to reduce the total Operating Expenses of each Class of each
Portfolio to the following annual percentages of the average daily net assets of
each Class of each Portfolio:
Portfolio/Class percentage
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Xxxxxx Xxxxxxx EAFE Index Portfolio - Class A 0.75
Xxxxxx Xxxxxxx EAFE Index Portfolio - Class E 1.00
Xxxxxx Xxxxxxx EAFE Index Portfolio - Class B 1.10
Xxxxxx Large Cap Growth Portfolio - Class A 1.00
Xxxxxx Large Cap Growth Portfolio - Class E 1.25
Xxxxxx Large Cap Growth Portfolio - Class B 1.35
MetLife Mid Cap Stock Index Portfolio - Class A 0.45
MetLife Mid Cap Stock Index Portfolio - Class E 0.70
MetLife Mid Cap Stock Index Portfolio - Class B 0.80
Xxxxxxx 2000 Index Portfolio - Class A 0.55
Xxxxxxx 2000 Index Portfolio - Class E 0.80
Xxxxxxx 2000 Index Portfolio - Class B 0.90
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Janus Growth Portfolio - Class A 0.95
Janus Growth Portfolio - Class E 1.10
Janus Growth Portfolio - Class B 1.20
Franklin Xxxxxxxxx Small Cap Growth Portfolio - Class A 1.05
Franklin Xxxxxxxxx Small Cap Growth Portfolio - Class E 1.20
Franklin Xxxxxxxxx Small Cap Growth Portfolio - Class B 1.30
State Street Research Large Cap Value Portfolio - Class A 0.85
State Street Research Large Cap Value Portfolio - Class E 1.00
State Street Research Large Cap Value Portfolio - Class B 1.10
2. The Fund, on behalf of each Portfolio, agrees to repay to the Adviser the
amount of fees waived and expenses borne by the Adviser with respect to each
Class of Janus Growth Portfolio, Franklin Xxxxxxxxx Small Cap Growth Portfolio
and State Street Research Large Cap Value Portfolio pursuant to Section 1 of
this Agreement, subject to the limitations provided in this Section 2. Such
repayment shall be made monthly, but only if the Operating Expenses of the Class
in question, without regard to such repayment, are at an annual rate (as a
percentage of average daily net assets of that Class) based on that Portfolio's
then-current fiscal year that is less than the percentage rate for such Class as
set forth in Section 1. Furthermore, the amount repaid by the Fund in any month
shall be limited so that the sum of (a) the amount of such repayment and (b) the
other Operating Expenses allocable to the Class do not exceed the annual rate
(as a percentage of that Class' average daily net assets) for such Class as set
forth in Section 1.
Amounts of fees waived and expenses borne by the Adviser with respect to
expenses allocable to each Class pursuant to Section 1 during any fiscal year of
the applicable Portfolio shall not be repayable if the amounts allocable to such
Class and repayable by the Fund pursuant to the immediately preceding two
sentences during the period ending three years after the end of such fiscal year
in the case of Janus Growth Portfolio and Franklin Xxxxxxxxx Small Cap Growth
Portfolio and five years after the end of such fiscal year in the case of State
Street Research Large Cap Value Portfolio are not sufficient to completely repay
such amounts of fees waived and expenses borne. In no event will the Fund be
obligated to repay any fees waived or expenses allocable to any Class borne by
the Adviser with respect to any other Class.
3. The Adviser may by notice in writing to the Fund terminate its obligation
under Section 1 to waive fees or bear expenses with respect to any Portfolio in
any period following the date specified in such notice (or change the percentage
specified in Section 1 with respect to each Portfolio), but no such change shall
affect the obligation (including the amount of the obligation) of the Fund to
repay amounts of fees waived or expenses borne by the Adviser during periods
prior to the date specified in such notice, if any such obligation is in effect
pursuant to Section 2 herein.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first above written.
METROPOLITAN SERIES FUND, INC.
By:___________________________________
Xxxx X. Xxxxxx
President, Chief Executive Officer and Chairman
METLIFE ADVISERS, LLC
By:___________________________________
Xxxx X. Xxxxxxx
Senior Vice President
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